Ares Commercial Real Estate Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Ares Commercial Real Estate Corporation (the “Company”) to be held on May 22, 2024 at 4:00 p.m., Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast to enable our stockholders to participate from any location that is convenient to them. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ACRE2024.

At the Annual Meeting, you will be asked to (i) elect three directors of the Company, (ii) ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm, (iii) approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers and (iv) approve the Second Amendment to the Company’s Amended and Restated 2012 Equity Incentive Plan to increase the number of shares authorized for issuance under the Company’s Amended and Restated 2012 Equity Incentive Plan by 2,525,000 shares, each as more fully described in the accompanying proxy statement.

Your vote is important regardless of the number of shares you own.

We will be using the “Notice and Access” method of providing proxy materials to stockholders. We believe that this process will provide a convenient and quick way to access the proxy materials, including the Company’s proxy statement and 2023 annual report to stockholders, and authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

On or about April 4, 2024, the Company will mail to stockholders a Notice of Internet Availability of Proxy Materials, which we refer to as the Notice and Access card, containing instructions on how to access the proxy statement and 2023 annual report to stockholders and authorize a proxy to vote electronically via the Internet or by telephone. The Notice and Access card also contains instructions as to how stockholders can receive a paper copy of the proxy materials and authorize a proxy to vote by mail.

If you hold shares of the Company’s common stock in “street name” through a broker, bank or other institution or nominee, you must follow the instructions provided by your broker or other financial institution regarding how to instruct your broker or financial institution to vote your shares.

We urge you to submit your proxy voting instructions to the Company as soon as possible even if you currently plan to attend the Annual Meeting. This will not prevent you from voting during the Annual Meeting, but will assure that your vote is counted if you are unable to attend the Annual Meeting.

On behalf of the board of directors, thank you for your continued interest and support.

Sincerely,

/s/ WILLIAM S. BENJAMIN William S. Benjamin Chairman of the Board of Directors